SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

               Quarterly Report Pursuant to Section 13 of 15(d) of
                     The Securities and Exchange Act of 1934

                 For the quarterly period ended: March 31, 2003

                         Commission File Number: 0005468


                          ANGELCITI ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

                           ICHANCE INTERNATIONAL, INC.
                           (Former name of registrant)

                     Nevada                                 52-2043569
         State or other jurisdiction of                  (I.R.S. Employer
         Incorporation or organization)                  Identification No.)

             9000 Sheridan Street, Suite 7 Pembroke Pines, FL 33024
           (Address of Principal Executive Offices including zip code)

                                 (800) 908-9574
                           (Issuers Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period of that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
                                 Yes [X] No [ ]

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the exchange Act after the distribution of
securities under a plan confirmed by a court.
                                 Yes [ ] No [x]

As of May 1, 2003, there were 24,782,780 outstanding shares of common stock, par
value $0.01. This figure does not take into account a 6 for 1 forward split that
was effective as of May 7, 2003.


<PAGE>

                         Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet
                           --------------------------
                                 March 31, 2003
                                   (Unaudited)


                                     ASSETS
                                     ------

CURRENT ASSETS
  Cash                                                               $      66
  Accounts receivable, net                                              56,088
  Due from majority stockholder                                        126,915
  Deferred expense                                                      91,667
                                                                     ---------
TOTAL ASSETS                                                         $ 274,736
                                                                     =========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
  Cash overdraft                                                     $   7,938
  Accounts payable                                                     348,791
  Accrued royalty payable                                               33,089
  Loan payable, related party                                          280,909
  Payouts due                                                           24,446
  Customer deposits                                                     19,547
  Payroll taxes payable                                                 10,839
  Net liabilities from discontinued operations                          25,000
                                                                     ---------
TOTAL CURRENT LIABILITIES                                              750,559
                                                                     ---------

STOCKHOLDERS' DEFICIENCY
  Convertible preferred stock, Series B, $0.001 par value, 100,000
      shares authorized, none issued and outstanding                        --
  Common stock, $0.001 par value, 150,000,000 shares authorized
      144,282,834 shares issued and outstanding                        144,283
  Additional paid in capital                                           234,321
  Accumulated deficit                                                 (523,594)
                                                                     ---------
                                                                      (144,990)
  Less:  Deferred license fee                                         (297,500)
  Less:  Deferred consulting fees                                      (33,333)
                                                                     ---------
TOTAL STOCKHOLDERS' DEFICIENCY                                        (475,823)
                                                                     ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                       $ 274,736
                                                                     =========

          See accompanying notes to consolidated financial statements


                                       2
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                      -------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                   Three months ended March 31,
                                                     2003              2002
                                                -------------    -----------------

<S>                                             <C>              <C>
Casino Revenues, net                            $     325,530    $              --
                                                -------------    -----------------

OPERATING EXPENSES
Amortization                                           15,026                   --
Bad debts                                              24,849                   --
Consulting                                             29,400                   --
Royalty                                                53,356                   --
Marketing                                              54,500                   --
Legal                                                  30,580                   --
Rent                                                   20,775                   --
General and Administrative                            220,797                   --
                                                -------------    -----------------
TOTAL OPERATING EXPENSES                              449,283                   --
                                                -------------    -----------------

LOSS FROM OPERATIONS                                 (123,753)                  --
                                                -------------    -----------------

OTHER INCOME
Interest income                                            22                   --
Other income                                            3,046                   --
                                                -------------    -----------------
TOTAL OTHER INCOME                                      3,068                   --
                                                -------------    -----------------

NET LOSS                                        $    (120,685)   $              --
                                                =============    =================

NET LOSS PER SHARE - BASIC AND DILUTED          $        0.00    $              --
                                                =============    =================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
        during the year - basic and diluted       139,455,170                   --
                                                =============    =================
</TABLE>


          See accompanying notes to consolidated financial statements



                                       3
<PAGE>


                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                      -------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                         Three months ended March 31,
                                                              2003        2002
                                                           ---------    ---------
<S>                                                        <C>          <C>
Cash Flows from Operating Activities:
Net loss                                                   $(120,685)   $      --
Adjustments to reconcile net loss to net cash used in by
      operating activities:
Amortization                                                  15,026           --
Bad debts                                                     24,849           --
Recognition of deferred expense and consulting fees           25,000           --
Changes in operating assets and liabilities:
(Increase) decrease in:
  Due from majority stockholder                             (126,915)          --
  Accounts receivable                                        (75,862)          --
Increase (decrease) in:
  Accounts payable                                           238,441           --
  Accrued royalty payable                                      1,856           --
  Customer deposits and payouts due                           (8,541)          --
  Payroll taxes payable                                        3,282           --
  Net liabilities from discontinued operations                (2,805)          --
                                                           ---------    ---------
NET CASH USED IN OPERATING ACTIVITIES                        (26,354)          --
                                                           ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash acquired from acquisition                                  75           --
                                                           ---------    ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES                         75           --
                                                           ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash overdraft                                               7,938           --
  Issuance of common stock                                    42,834           --
  Repayment of loan payable, parent                          (48,423)          --
  Proceeds from loan payable                                   7,268           --
                                                           ---------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      9,617           --
                                                           ---------    ---------

Net Decrease in Cash                                       $ (16,662)   $      --

Cash at Beginning of Period                                   16,728           --
                                                           ---------    ---------

CASH AT END OF PERIOD                                      $      66    $      --
                                                           =========    =========
</TABLE>


           See accompanying notes to consolidated financial statements

                                       4
<PAGE>


                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 -----------------------------------------------------------------------


On March 4, 2003, the Company issued 600,000 shares of common stock in
connection with a financial consulting agreement. The shares issued were valued
at $40,000. (See Notes 3, 6 and 11)





           See accompanying notes to consolidated financial statements


                                       5
<PAGE>


                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                 --------------
                                   (Unaudited)



NOTE 1   BASIS OF PRESENTATION
------------------------------

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules and regulations of the United States Securities and
Exchange Commission for interim consolidated financial information. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of consolidated financial position and results of
operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
consolidated financial statement presentation. The results for the interim
period are not necessarily indicative of the results to be expected for the
year.
For further information, refer to the audited consolidated financial statements
and footnotes of Worldwide Management, SA for the year ending December 31, 2002
included in AngelCiti's Form 8-K.

NOTE 2   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------------------

         (A) NATURE OF OPERATIONS

         AngelCiti Entertainment, Inc.'s subsidiary, Worldwide Management S.A.
         D/B/A Worldwide Capital Holdings ("Worldwide"), was incorporated in
         Costa Rica in 2002, and acquired by AngelCiti Entertainment, Inc.
         (f/k/a iChance International, Inc.) in January 2003. The transaction
         was accounted for as a recapitalization of Worldwide (see Note 6).
         AngelCiti Entertainment, Inc. and its subsidiary, Worldwide Management
         S.A., herein after will be collectively referred to as the "Company."

         The Company administers software-based games of chance and sports
         wagering facilities on a worldwide basis through the Internet. The
         Company uses state-of-the-art casino gaming and sports book software
         under a license arrangement with a casino software development company
         The Company launched its internet gaming operations on April 1, 2002.
         There are significant legislative risks and uncertainties regarding
         on-line gaming operations (see Note 4).

         (B) PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of AngelCiti
         Entertainment, Inc. and its wholly-owned Subsidiary, Worldwide
         Management S.A. All significant intercompany accounts and transactions
         have been eliminated in consolidation.

         (C) REVENUE RECOGNITION

         Casino revenue is the net win from complete gaming activities, which is
         the difference between gaming wins and losses. Additionally, the value
         of promotional bonus dollars provided to customers are netted with
         revenues.

         The total amount wagered ("handle") was $16,704,023 for the three
         months ended March 31, 2003. The relationship of revenues to handle
         ("hold percentage") was 1.95% for the three months ended March 31,
         2003.

                                       6
<PAGE>
                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                 --------------
                                   (Unaudited)


         (D) RECENT ACCOUNTING PRONOUNCEMENTS

         In November 2002, the FASB issued FASB Interpretation No. 45,
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
         FIN 45 requires that a liability be recorded in the guarantor's balance
         sheet upon issuance of a guarantee. In addition, FIN 45 requires
         disclosures about the guarantees that an entity has issued, including a
         reconciliation of changes in the entity's product warranty liabilities.
          The initial recognition and initial measurement provisions of FIN 45
         are applicable on a prospective basis to guarantees issued or modified
         after December 31, 2002, irrespective of the guarantor's fiscal
         year-end. The disclosure requirements of FIN 45 are effective for the
         Company for financial statements of interim periods beginning July 1,
         2003 (see Note 8).

         In January 2003, the FASB issued FASB Interpretation No. 46,
         "Consolidation of Variable Interest Entities" ("FIN 46"), which
         represents an interpretation of Accounting Research Bulletin No. 51
         ("ARB 51"), "Consolidated Financial Statements". ARB 51 requires that a
         Company's consolidated financial statements include subsidiaries in
         which the Company has a controlling financial interest. That
         requirement usually has been applied to subsidiaries in which the
         Company has a majority voting interest. However, the voting interest
         approach is not effective in identifying controlling financial
         interests in entities (referred to as " variable interest entities")
         that are not controllable through voting interests or in which the
         equity investors do not bear the residual economic risks. FIN 46
         provides guidance on identifying variable interest entities and on
         assessing whether a Company's investment in a variable interest entity
         requires consolidation thereof. FIN 46 is effective immediately for
         investments made in variable interest entities after January 31, 2003
         and it is effective in the first fiscal year or interim period
         beginning after June 15, 2003 for investments in variable interest
         entities made prior to February 1, 2003. The adoption of FIN 46 is not
         expected to have a material impact on the Company's financial position,
         results of operations, or liquidity. (See Note 8)

NOTE 2   ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CHARGEBACKS
----------------------------------------------------------

The Company records accounts receivable from its credit card processors. The
processors holdback a stipulated percentage of amounts due to the Company based
on their historical chargeback experience for the industry. The holdback reserve
is maintained by the processors on a rolling basis with funds generally released
after six months. Reserves range from 7% to 10% of charges based on the
chargeback experience of the gaming industry. Since the gaming industry as a
whole has experienced a high percentage of chargebacks for customer accounts,
and the holdback reserve is based on historical experience of the merchant
banks, the Company has reserved 100% of its holdback accounts receivable as of
March 31, 2003.

During the three months ended March 31, 2003, the Company recorded a bad debt
expense for the holdback of $24,849.

                                       7
<PAGE>
                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                 --------------
                                   (Unaudited)


Accounts receivable at March 31, 2003 was as follows:

               Accounts receivable                      $ 179,660
               Allowance for chargebacks                 (123,572)
                                                        ---------
               ACCOUNTS RECEIVABLE, NET                 $  56,088
                                                        =========

NOTE 3   DEFERRED EXPENSES
--------------------------

On March 4, 2003, the Company entered into a six month financial consulting
agreement with Marlin International Venture Capital, LLC ("Marlin") to provide
business and financial consulting services. Under the terms of the agreement,
Marlin will receive a fee of $110,000 upon execution of the agreement. Marlin
received 600,000 shares of the Company's common stock. The common stock issued
for consulting fees pursuant to the March 4, 2003 agreement has a fair value of
$0.067 per share totaling $40,000 based on the recent cash offering price. In
addition, Marlin will be entitled to a percentage of all amounts raised under
debt or equity arrangements. As of the March 31, 2003, the $110,000 fee had not
been paid. Total fees of $110,000 and $40,000 are being recognized ratably over
the agreement term.

For the three months ended March 31, 2003, the Company recognized expenses
aggregating $25,000. Of this total, $18,333 and $6,667, related to expense
recognition for deferred consulting fees (assets) and deferred consulting fees
(equity), respectively. As a result, the Company had $91,667 and $33,333 in
deferred consulting fees assets related to the cash fee due and deferred
consulting fees related to the stock based fee, respectively, remaining at March
31, 2003 to be amortized over the remaining term of the agreement. (See Note 6)

NOTE 4   CONTINGENCIES
----------------------

The Company subject to applicable laws in the jurisdictions in which they
operate and offer services. While some jurisdictions have attempted to restrict
or prohibit Internet gaming, other jurisdictions, such as several Caribbean
countries, Australia and certain Native American territories, have taken the
position that Internet gaming is legal and/or have adopted or are in the process
of reviewing legislation to regulate Internet gaming in such jurisdictions. As
companies and consumers involved in Internet gaming are located around the
globe, there is uncertainty regarding exactly which government has jurisdiction
or authority to regulate or legislate with respect to various aspects of the
industry. Furthermore, it may be difficult to identify or differentiate
gaming-related transactions from other Internet activities and link those
transmissions to specific users, in turn making enforcement of legislation aimed
at restricting Internet gaming activities difficult. The uncertainty surrounding
the regulation of Internet gaming could have a material adverse effect on
business, revenues, operating results and the financial condition of the
Company.

On March 8, 2001, the government of the United Kingdom ("UK") announced that
effective January 1, 2002, the current 6.75% "betting duty" that is passed onto
a player, and 9% total betting duty, will be eliminated. The UK government
believed that this tax reform was necessary for UK companies to compete with the
offshore market, which already offers bettors "duty free" gambling, and to help
regulate the UK bookmaking industry. The reform is also intended to bring home
major UK bookmakers who have fled to offshore tax havens such as Gibraltar,
Malta, Antigua, and Alderney. A UK government issued "Bookmakers Permit" will be
required to accept wagers. Currently, a UK based bookmaker may operate an
Internet bookmaking site, but must collect the betting duty. This reform is
expected to make the UK a significant hub of gaming. It is predicted that their
official entry into online gaming could put pressure on the United States and
other entities toward regulating the industry.

                                       8
<PAGE>
                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                 --------------
                                   (Unaudited)


Governments in the United States or other jurisdictions may in the future adopt
legislation that restricts or prohibits Internet gambling. After previous
similar bills failed to pass in 1998, in November 1999, the United States Senate
passed a bill intended to prohibit and criminalize Internet gambling (other than
certain state regulated industries). A similar bill failed to pass the United
States House of Representatives. In 2002, a United States Senator recommended a
bill to prohibit online gambling, which once again did not pass through
Congress. There can be no assurance as to whether the Senate bill or any similar
bill will become law. In addition, existing U.S. federal statutes and state laws
could be construed to prohibit or restrict gaming through the use of the
Internet, and there is a risk that governmental authorities may view the Company
as having violated such statutes or laws. Several state Attorney Generals and
court decisions have upheld the applicability of state anti-gambling laws to
Internet casino companies. Accordingly, there is a risk that criminal or civil
proceedings could be initiated in the United States or other jurisdictions
against the Company and/or its employees, and such proceedings could involve
substantial litigation expense, penalties, fines, diversion of the attention of
key executives, injunctions or other prohibitions being invoked against
Worldwide and/or its employees. Such proceedings could have a material adverse
effect on business, revenues, operating results and financial condition of the
Company. In addition, as electronic commerce further develops, it too may
generally be the subject of government regulation. Current laws, which pre-date
or are incompatible with Internet electronic commerce, may be enforced in a
manner that restricts the electronic commerce market. Any such developments
could have a material adverse effect on business, revenues, operating results
and financial condition of the Company. The Company intends to minimize the
potential legal risks by continuing to conduct its Internet business from
offshore locations that permit online gaming and by increasing their marketing
efforts in Asia and other foreign jurisdictions. There is no assurance, however,
that these efforts will be successful in mitigating the substantial legal risks
and uncertainties associated with our Internet gaming business.

The Company's online casino operations are conducted in accordance with the laws
of the country of Costa Rica, where there is currently no gaming license
requirement. In the event that the laws of Costa Rica change to require gaming
licenses for online casinos then the Company intends to promptly comply with
such laws.

NOTE 5   LOAN PAYABLE, RELATED PARTY
------------------------------------

During the three months ended March 31, 2003, the Company's landlord, a related
party, paid $7,268 of corporate expenses on behalf of the Company which is
included in the $280,909 balance as reflected in the balance sheet. The loan is
non-interest nearing, unsecured, and due on demand.

NOTE 6   STOCKHOLDERS' DEFICIENCY
---------------------------------

On January 20, 2003, the Board of Directors adopted a resolution to change its
corporate name from iChance International, Inc. to AngelCiti Entertainment, Inc.

                                       9
<PAGE>
                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                 --------------
                                   (Unaudited)


On January 20, 2003, the Company acquired Worldwide Capital Management, S.A.
("Worldwide") in exchange for 126,000,000 of the Company's common shares. The
transaction was accounted for as a recapitalization of Worldwide since the
shareholders of Worldwide obtained an approximate 88% voting interest and
control of AngelCiti. Pursuant to the recapitalization, for accounting purposes,
the Company is deemed to have issued 17,040,000 common shares to the original
stockholders' of AngelCiti Entertainment, Inc. Upon this recapitalization of
Worldwide, the Company had an economic concentration based on its dependence
from its landlord to pay and provide certain corporate expenses and related
services. Subsequent to the acquisition, the balance sheet of the Company
consists of the assets and liabilities of Worldwide and the Company at
historical cost. The operations consist of the historical operations of
Worldwide and the operations of the Company from the acquisition date.

On January 20, 2003, the Company effectuated a 1 for 4 reverse common stock
split. All share and per share information in the accompanying consolidated
financial statements has been retroactively restated to reflect the reverse
split. In May 2003, a 6 for 1 forward split was effected (see Note 11).

On January 20, 2003 ("effective date"), AngelCiti Entertainment, Inc. f/k/a
iChance International, Inc. and Worldwide Management, S.A. d/b/a Worldwide
Capital Holdings entered into a bill of sale agreement with Equivest Opportunity
Fund, Inc. ("Equivest") to sublicense its software license. Under the terms of
the sublicense, Equivest will pay the Company a license fee equal to the costs
of all expenses associated with all of the operations of the software and
marketing of the Company's website and URL, plus 95% of the net proceeds derived
from the operations of the software. In exchange, Equivest will receive any and
all rights, title, and interest in various URL addresses as fully described in
the sublicense agreement. As a result of the agreement, the Company is
considered to have an economic concentration with Equivest as 95% of their
revenues are derived from the result of Equivest's operations. As a result of
such concentrations, the entity is vulnerable to a potential severe impact in
the near-term. Severe impact is defined as the effect of disrupting the normal
functioning of the entity. As of March 31, 2003, there have been no events that
have adversely effected the operations of the Company. The term of the agreement
is for three years from the effective date and terminates on January 19, 2006.
The agreement shall automatically renew for one year periods on each anniversary
of the effective date unless proper notification for non-renewal is properly
made. As of March 31, 2003, Equivest was not owed any fees under the terms of
this sub-license agreement from Company.

On February 26, 2003, the Board of Directors adopted a resolution to authorize
150,000,000 shares of common stock.

On February 26, 2003, the Board of Directors adopted a resolution to authorize
100,000 shares of non-voting convertible preferred stock, Series B, $0.001 par
value. Under the terms of the convertible preferred stock, each share of
preferred stock is convertible into 6,000 shares of common stock. The holders of
Series B, preferred stock have liquidation rights senior to the Company's common
stock. Series B, preferred stock is not entitled to receive any dividends. In
the event of a consolidation, merger or recapitalization there will be an
adjustment ratio regarding the convertible preferred stock, Series B. As of
March 31, 2003, there have been no issuances of convertible preferred stock,
Series B.

On March 4, 2003, the Company entered into a six month financial consulting
agreement with Marlin International Venture Capital, LLC ("Marlin") to provide
business and financial consulting services. Under the terms of the agreement,
Marlin will receive a fee of $110,000 upon execution of the agreement. Marlin
will also receive 600,000 shares of the Company's common stock. The common stock
issued for consulting fees pursuant to the March 4, 2003 agreement has a fair
value of $0.067 per share totaling $40,000 based on the recent cash offering
price. In addition, Marlin will be entitled to a percentage of all amounts
raised under debt or equity arrangements. As of March 31, 2003, the $110,000 fee
had not been paid. Total fees of $110,000 and $40,000 will be recognized ratably
over the agreement term. (See Note 3)

                                       10
<PAGE>
                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                 --------------
                                   (Unaudited)


On February 10, 2003, the Company initiated a Regulation "S" offering to sell up
to 36,000,000 (post 6 for 1 split) (see Note 11) shares of common stock. On
March 20, 2003, the Company issued 642,516 shares of common stock in connection
with a Regulation "S" offering. The shares were issued for proceeds of $42,834.

NOTE 7   RELATED PARTY TRANSACTIONS
----------------------------------

During the three months ended March 31, 2003, the Company paid $4,400 to a party
with a controlling interest in a principal stockholder for consulting fees under
an oral consulting agreement.

The sole director, officer, and shareholder of First National Consulting, Inc.
is the Company's President (See Note 8).

At March 31, 2003 the Company had a loan payable of $280,909 to a related party
(see Note 5).


NOTE 8   VARIABLE INTEREST ENTITIES
-----------------------------------

Subsequent to March 31, 2003, in May, 2003, the Company entered into a payment
processing agreement with First National Consulting, Inc. ("FNC"), a Belize
corporation. Under the terms of the agreement, FNC will provide payment
processing services to the Company. In exchange for receiving these services, no
cash or non-cash compensation for these services will be paid by the Company to
FNC since FNC believes that the increase in volume for such transactions for its
operations will provide it valuable exposure to certain of FNC's service
providers. Ultimately, the increased volume transacted between FNC and its
service providers on behalf of the Company will lead to reduced rates for future
services with these providers for the Company and FNC believes this will serve
as fair consideration for this transaction.

The sole director, officer, and shareholder of FNC is the Company's President
(See Note 7). Accordingly, the Company is currently evaluating the applicability
of FIN 46 (See Note 2 (D)) to determine the nature, purpose, size, and
activities of FNC in order to determine if FNC is a variable interest entity and
if the Company would be required to consolidate it on the effective date of FIN
46.

NOTE 9   SOFTWARE CONCENTRATION
------------------------------

The Company depends solely on its licensed software for its on-line gaming
casino. Any loss of the license or use of this software could have an adverse
material effect on the operations of the Company.

NOTE 10  GOING CONCERN
----------------------

As reflected in the accompanying consolidated financial statements, the Company
has a net loss of $120,685 and net cash used in operations of $26,354 for the
three months ended March 31, 2003 and a working capital deficiency of $475,823,
accumulated deficit of $523,594 and a stockholders' deficiency of $475,823 at
March 31, 2003. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan, raise
capital, and generate revenues. The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

                                       11
<PAGE>
                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                 --------------
                                   (Unaudited)


NOTE 11  SUBSEQUENT EVENTS
--------------------------

On April 1, 2003, the Company issued 857,484 common shares at $0.067 per share
and 118,416 common shares at $0.075 per share in connection with a Regulation
"S" offering. The shares were issued for proceeds of $66,047.

On April 17, 2003, the Company issued 1,261,404 shares of common stock at $0.075
per share in connection with a Regulation "S" offering. The shares were issued
for proceeds of $94,605.

On May 1, 2003, the Company issued 934,026 shares of common stock at $0.075 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $70,052.

On May 7, 2003, the Company effectuated a 6 for 1 forward common stock split.
All share and per share information in the accompanying consolidated financial
statements has been retroactively restated to reflect the forward split.






                                       12
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

PLAN OF OPERATION

         In March of 2002, we determined that a previously formulated business
plan that provided for us to develop our own line of online gaming software
would not be viable, and that it was more prudent for us to license the software
of other providers. As a result, all of our software development operations were
terminated. Our new direction provided for us to become the licensee of an
already existing online gaming software product. However, we realized that we
did not have the resources needed to market this product and conducted virtually
no operations through the time that we purchased all of the shares of Worldwide
Management, SA ("Worldwide") in January of 2003. We conducted virtually no
business operations during the fiscal year ending December 31, 2002. Operations
for 2002 have been presented in our financial statements as discontinued
operations. As a result, we have no financial results to compare to our current
on-line casino administration operations.

         At the time of the closing of the Worldwide acquisition, Worldwide
already had a strong licensee relationship with a top-tier software provider,
and had processed $25,991,878 in gaming transactions from its inception in May
2002 through year-end. For the quarter ending March 31, 2003, Worldwide
processed an additional $16,704,023 in gaming transactions as contrasted with
$16,539,921 of gaming transactions in the fourth quarter of 2002. Worldwide
processed $325,530 and $410,497 of net casino winnings for those quarters,
respectively. Worldwide's relationship of revenue to handle decreased from
approximately 2.48% to 1.95% from the fourth quarter of last year to the first
quarter of this year. While we are pleased with Worldwide's gaming transaction
growth, we can never be assured that such growth will continue, as past
performance and trends can never serve as an indication of our future
performance, given the many risks facing our operations, which include, but are
not limited to, those risks associated with the governmental regulation of our
operations and the fierce competition that we face.

         Our revenues are presently generated as a result of an agreement that
provides for our administration of the online casinos owned by a third party.
Pursuant to this agreement we receive a fee based upon the revenue generated by
the casinos' online play. We, in turn, pay out a percentage of that fee to our
software provider/licensor. While we may develop our own proprietary online
gaming software in the future, we have no current plan to do so and do not
anticipate that we will have any research and development expenses. We do not
currently envision the purchase or sale of plant or significant equipment and
anticipate that Worldwide's staffing requirements will remain as they are.

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<PAGE>

         Serious concerns do currently exist regarding our present overall
financial position. While we generate revenue, we need to re-pay funds owed to
an affiliated entity which has and continues to provide us with subleased office
space, internet bandwidth, phone services, accounting, human resources, payroll,
licensing and other services. We cannot ensure that this entity will continue to
provide us with these services given the current outstanding debt to them.

         Online casino operations are generally subject to applicable laws in
the jurisdictions in which they offer services. As the winnings of the online
casino operations that we administer represent our sole source of revenues, such
regulations can and do have a material effect on our operations. Moreover, given
the nature of our operations, we may be directly subject to such regulation as
well.

         While some jurisdictions have attempted to restrict or prohibit
Internet gaming, other jurisdictions, such as several Caribbean countries,
Australia and certain Native American territories, have taken the position that
Internet gaming is legal and/or have adopted or are in the process of reviewing
legislation to regulate Internet gaming. As companies and consumers involved in
Internet gaming are located around the globe, there is uncertainty regarding
exactly which government has jurisdiction or authority to regulate or legislate
with respect to various aspects of the industry. Furthermore, it may be
difficult to identify or differentiate gaming-related transactions from other
Internet activities and link those transactions to specific users, in turn
making enforcement of legislation aimed at restricting Internet gaming
activities difficult. The uncertainty surrounding the regulation of Internet
gaming could have a material adverse effect on the business, revenues, operating
results and financial condition of our customers and us.

         On March 8, 2001, the government of the United Kingdom ("UK") announced
that effective January 1, 2001, the current 6.75% "betting duty" that it passed
onto a player, and 9% "total betting duty" would be eliminated. The UK
government believed that this tax reform was necessary for UK companies to
compete with the offshore market, which already offers bettors "duty free"
gambling, and to help regulate the UK bookmaking industry. The reform is also
intended to bring home major UK bookmakers who have fled to offshore tax havens
such as Gibraltar, Malta, Antigua and Alderney. As a result of this legislation,
a UK government issued "Bookmakers Permit" is required to accept wagers and UK
based bookmakers may now operate Internet bookmaking websites without collecting
the betting duty. These reforms are expected to make the UK a significant hub of
gaming. It is anticipated that their official entry into online gaming could put
pressure on the United States and other governments towards regulating the
industry.

         In the future, governments in the United States or other jurisdictions
may adopt legislation that restricts or prohibits Internet gambling. We feel
that there is little legal guidance that can be offered with respect to the
regulation of online casinos. A Federal court case in Louisiana ruled that
online casinos are not violative of federal law. This ruling was upheld on
appeal. After several unsuccessful attempts in 1998, the United States Senate


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<PAGE>

passed a bill intended to prohibit and criminalize Internet gambling (other than
certain state regulated industries) in November 1999. A similar bill failed to
pass the House of Representatives. In 2002, Senator Goodlatte sponsored a bill
to prohibit online gambling, which once again did not pass through Congress. A
similar bill designed to make processing online gaming transactions a criminal
offense was passed by the US House of Representatives committee on Finance and
is expected to come to a full vote in the House this year. The United States
Department of Justice has expressed certain reservations regarding some of the
language and provisions contained in the House Finance Committee Bill, which
would still need to be reconciled with a related Senate Bill and subsequently
signed by the President before it could become law. No assurance can be given
that such a bill will not ultimately be enacted and become law. In addition,
current U.S. federal and state laws could be construed to prohibit or restrict
online casino gaming and there is a risk that governmental authorities could
view online casinos as having violated such laws. The government of Antigua has
recently brought suit against the United States federal government in an effort
to prevent legislation that would impact online gaming companies that operate
out of Antigua. Several state Attorneys General and court decisions have upheld
the applicability of state anti-gambling laws to Internet casino companies.
Accordingly, there is a risk that criminal or civil proceedings could be
initiated in the United States or other jurisdictions against on-line casinos
and/or their employees, and such proceedings could involve substantial
litigation expense, penalties, fines, diversion of the attention of key
executives, injunctions or other prohibitions being invoked against on-line
casinos and/or their employees. Such proceedings could have a material adverse
effect on the business, revenues, operating results and financial condition of
our customers and us. In addition, as electronic commerce further develops, it
too may be the subject of government regulation. Current laws, which pre-date or
are incompatible with Internet electronic commerce, may be enforced in a manner
that restricts the electronic commerce markets. Any such developments could have
a material adverse effect on our business, revenues, operating results and
financial condition as well as the business, revenues, operating results and
financial condition of our customers. We intend to minimize these potential
legal risks by continuing to conduct our Internet business from offshore
locations that permit online gaming and by increasing our marketing efforts in
Asia and other foreign jurisdictions that we feel are less inclined to impose
adverse rules, regulations and laws. There is no assurance, however, that these
efforts will be successful in mitigating the substantial legal risks and
uncertainties associated with our Internet gaming related activities.

         Worldwide is a licensor and developer of online gaming software and is
an administrator of the online casino websites owned by a third party. It does
not own online casinos. We do not believe that Worldwide's operations are
subject to regulations or laws governing the online gaming industry. However,
given Worldwide's business relationship with the owner of online casinos, no
assurance can be given that any given jurisdiction will not take the position
that we or Worldwide are subject to their regulations governing online gaming.
Worldwide's sole customer owns online casinos that are subject to the laws of
Costa Rica, where recently enacted legislation now requires a gaming license as
a condition of conducting business. Licensing fees are currently imposed on a
one-time basis but renewals may be required on an annual or other basis in the
future. In any event, licensing requirements within Costa Rica now represent a
significant increase in the cost of conducting online casino business.

                                       15
<PAGE>

            Although we believe that the operations of Worldwide do not require
a gaming license, both Worldwide and the casinos whose sites Worldwide
administers currently operate their respective businesses under the gaming
license of Worldwide's landlord. Worldwide's landlord is also engaged as an
online gaming operator and is subject to the licensing requirements imposed by
the Costa Rican government. To the extent that the Costa Rican government
determines that a gaming license is required for Worldwide to conduct its
business, no assurance can be given that the Costa Rican government will permit
Worldwide to operate its business under the umbrella of Baroda's gaming license.
Additionally, no assurance can be given that the Costa Rican government will
permit the casinos whose sites Worldwide administers to operate their respective
businesses under the umbrella of Baroda's gaming license. Worldwide and its
customers may be required to obtain a gaming license as a condition of doing
business in Costa Rica. Such a requirement could have a material adverse effect
on our business and could result in the termination of Worldwide's current
operations.

LIQUIDITY AND CAPITAL RESOURCES

         We are insolvent, as our current liabilities are significantly greater
than our current assets. We have limited cash and cash equivalents. Total cash
and cash equivalents at March 31, 2003 were $66 as compared to $75 at December
31, 2002 but was offset by an increase in our accounts receivable to $56,088
from $-0- over the same periods. These receivables represent $56,088 of payments
due us from the entity that processes the gaming transactions of our
customer/casinos. Additionally, receivables of $126,915 are due us from our
majority shareholder. Despite this increase in receivables, we still suffered a
working capital deficit of $475,823 as of March 31, 2003 that resulted from our
ongoing losses.

         Our success will ultimately be dependent upon our ability to generate
sufficient cash flow to meet our obligations on a timely basis, or to obtain
financing or refinancing as may be required if we cannot generate sufficient
cash flow from operations. We may not be able to do either and may be required
to delay or scale back our operations, which could have a material adverse
effect on our business, financial condition and results of operations. While we
strive to increase our operations and attain a level of profitability, we have
been forced to rely on additional investment capital and loans from affiliates
to remain in business. Towards this end, we have raised $273,538, pursuant to
a Regulation S offering, during the course of which we sold 635,641 of our
pre-split restricted common shares. These shares were sold in connection with an
agreement expiring on May 12, 2003 that permits investors to purchase up to
6,000,000 of the our pre-split restricted common shares at prescribed prices as
set forth in the agreement. The shares issued pursuant to the agreement carry


                                       16
<PAGE>

certain registration rights that require us to include all or a portion of these
shares in any registration statement that we file with the US Securities and
Exchange Commission under certain circumstances. As of March 31, 2003, $280,909
of our operating losses had been funded by loans from Worldwide's landlord.
These loans are callable on the demand of Worldwide's landlord. No assurance can
be given that these loans will not be called or that Worldwide's landlord will
continue to make loans to us should we need them.

            Until we can sufficiently grow our revenues, we will be dependent
upon additional financings to remain in business. We have entered into various
agreements that we hope will provide for our funding from domestic and/or
foreign sources. These agreements generally provide for the payment of up-front
expenses but do not provide for a firm commitment to provide financing. As these
agreements are entered into on a "best efforts" basis, no assurance can be given
that we will ever receive funding resulting from the efforts of those parties
with whom we have contracted.

         While we are hopeful that Worldwide's on-line gaming operations will
generate positive cash flow during the second half of 2003, we cannot be certain
that we can attain profitability within this time frame, if at all. To the
extent that we cannot do so, we will be required to rely upon funds that we have
raised as well as additional financing to continue our operations. If the funds
that we have raised are exhausted before we attain a level of positive cash flow
and we are not able to secure additional financing, we would be forced to
curtail or cease our operations.

Future Expenditures

         Our future capital expenditures will depend upon our ability to
generate revenues or additional investment capital if our revenues are not
sufficient. If, and to the extent that we are successful in generating net
revenues or raising investment capital, our future expenditures will be applied
towards salaries for additional administrative and executive employees, software
upgrades, marketing and advertising expenses and for general working capital
purposes

PART II. OTHER INFORMATION

Item 1   Legal Proceedings - None

Item 2.  Changes in Securities and Use of Proceeds.

         As of March 14, 2003 we issued 100,000 of our pre-split common shares
to an entity in connection with a consulting agreement. These shares were issued
in a privately negotiated transaction pursuant to an exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the "Act"),
as a transaction by an issuer not involving a public offering. No underwriter
was utilized in connection with this offering and no commissions or underwriting
discounts were paid in connection therewith. On March 20, 2003, we commenced a
private offering of up to 6,000,000 of our pre-split restricted common shares at
prices derived from the market value of our shares as traded on the
over-the-counter bulletin board. These shares are offered for sale pursuant to
Regulation S, promulgated under the Act. As of the date of this report, we have
sold 635,641 of our pre-split restricted shares to 1 foreign person and/or
foreign entity. No underwriters were used in connection with this offering and
no underwriting discounts or commissions were paid in connection therewith.

                                       17
<PAGE>

Item 3.  Defaults upon senior securities - None

Item 4.  Submission of matters to a vote of security holders - None

Item 5.  Other Information.

         On May 1, 2003, we announced that we would effect a 6 for 1 forward
stock split effective as of May 9, 2003, for shareholders of record as of the
end of trading on May 7, 2003.

         As of May 1, 2003, we have entered into a Payment Processing Agreement
with First National Consulting, Inc., a Belize corporation ("FNC"). As a result
of this Agreement, all gaming transactions for the online casino operations that
we administer are processed through FNC's bank accounts in Belize rather than
our bank accounts in Costa Rica. FNC is controlled by George Guttierez, our
president and receives no compensation from us in connection with this
Agreement. If FNC were to be unable to forward net winnings to our casino
customers or return funds to their respective players, our business would be
materially and adversely affected.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      The following exhibits and financial statement schedules are
                  filed as exhibits to this Report:

                  1.       Financial Statements of the Registrant are included
                           under Part 1 Item 1, hereof.

                  2.       Financial Statement Schedules - None

                  3.       Exhibits:

              Exhibit No.           Description

                  3.1      Articles of Incorporation, as amended*

                  3.2      Bylaws, as amended*

                  4.1      Common Stock Certificate*

                  21.1     Names of Subsidiaries**

                  99.1     Certification Pursuant to 18 U.S.C Section 1350as
                           adopted pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002

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<PAGE>

*        Incorporated by reference to our Form 10-SB12G filed with the US
         Securities and Exchange Commission on April 4, 2000

**       Incorporated by reference to our Form 10-KSB for the year ending
         December 31, 2002, filed with the US Securities and Exchange Commission
         on March 31, 2003.

         (b)      Reports on Form 8-K
                  -------------------

                  Incorporated by reference.

                  8-K      filed on January 29, 2003
                  8-K      filed on February 19, 2003


                                       19
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report as amended to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:  May 20, 2003                    By:  /s/ George Guttierez
                                           -----------------------------------
                                           George Guttierez, CEO and President



In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


Date:  May 20, 2003                    By:  /s/ George Guttierez
                                           -----------------------------------
                                           George Gutierrez, CEO and Director


Date:  May 20, 2003                    By:  /s/ Dean Ward
                                           -----------------------------------
                                           Dean Ward, CFO and Director



                                       20
<PAGE>


                                  Certification
                                  -------------

We, George Guttierez and Dean Ward, each further certify that:

1.       We have reviewed this annual report on Form 10-QSB of AngelCiti
         Entertainment, Inc.;

2.       Based upon our knowledge, this Report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this Report;

3.       Based on our knowledge, the financial statements and other financial
         information included in this Report fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this Report.

4.       The registrant's other certifying officers, if any, and each of us are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
         registrant and we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this Report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this Report (the "Evaluation Date"); and

         c)       Presented in this Report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers, if any, and each of us have
         disclosed, based on our most recent evaluation, to the registrant's
         auditors and the audit committee of registrant's board of directors (or
         persons performing the equivalent function, if any):



         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers, if any, and each of us have
         indicated in this Report whether or not there were significant changes
         in internal controls or in other factors that could significantly
         affect internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.



                                 /s/ George Guttierez
Dated: May 20, 2003              -----------------------------------------
                                 George Guttierez, Chief Executive Officer


                                 /s/ Dean Ward
Dated: May 20, 2003              -----------------------------------------
                                 Dean Ward, Chief Financial Officer


                                       21